Scheme update - Overseas Investment Office consent granted

On 23 June 2025, Smartpay Holdings Limited (NZX:SPY, ASX:SMP, Smartpay or the Company) announced it had entered into a scheme implementation agreement (SIA) in respect of a proposed scheme of arrangement under Part 15 of the Companies Act 1993 under which Shift4 Payments, LLC (or its wholly owned subsidiary) (Shift4) would acquire all of the shares in Smartpay for NZ$1.20 per share in cash (the Scheme). The Scheme is subject to various conditions, including the need for Shift4 to obtain all consents required under the Overseas Investment Act 2005 and the Overseas Investment Regulations 2005 for the implementation of the Scheme on terms or conditions acceptable to Shift4 (the OIO Consent and that condition the OIO Condition).

Smartpay has been advised by Shift4 that the OIO Consent has been obtained and therefore the OIO Condition has been satisfied.

The Scheme remains subject to various other conditions, including the approval of Smartpay shareholders, there being no “material adverse change” and other customary conditions as detailed in the SIA (a copy of which was attached to Smartpay’s announcement on 23 June 2025).

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Announcement PDF